It is not empty talk?
This is our common cause, like a family.
In order to shine our windows,
and fill our hearts with confidence.
Utilities always care for
light, coziness and warm.
Natalia Kharkova,
1st grade specialist at financial section of finance and economics directorate of Troiskaya GRES
5.11
Remuneration and Incentives
Procedure for Remuneration Determination for the Members of the Board of Directors
Remuneration and/or compensation for expenses related to the work duties performance is paid to the members of the Board of Directors of OGK-2. The amount of remuneration and compensation to the members of the Board of Directors of OGK-2 is determined by the Company’s Charter and the Regulation about the Procedure for Determining the Amount of Remuneration and Compensation to the Members of the Board of Directors” (approved by the decision of the Annual General Meeting of Shareholders, Minutes No. 13 dated June 11, 2019).
Subject to this Regulation, the remuneration to the members of the Board of Directors consists of the basic and optional parts. The basic part of the remuneration is paid for participation in each meeting of the Board of Directors in the amount equivalent to four minimal monthly tariff rates of the first-class worker established by the Industry Tariff Agreement in the electric power complex of the Russian Federation. The basic part of the remuneration for each meeting paid to the Chairman of the Board of Directors, Deputy Chairman or other person acting as the Chairman of the Board of Directors increases by 50%.
An optional part of the remuneration is paid to the members of the Board of Directors based on the results of the financial year in case the Company receives net profit. The total amount of the optional part of the remuneration based on the Company operations results may not exceed 5% of the Company net profit. An optional part of the remuneration following the results of the Company’s operation is not paid to those members of the Board of Directors who participated in less than half of the meetings of the Board of Directors (from the moment of election up to their powers termination). The decision to pay an optional part of the remuneration to the members of the Board of Directors is made by the General Meeting of Shareholders. The optional part of the remuneration is not paid to those members of the Board of Directors who participated in less than half of the meetings of the Board of Directors (from the moment of election up to their powers termination). The optional part of the remuneration is paid within a month after the date of the General Meeting of Shareholders. It is also possible to pay the optional part of the remuneration by the Company’s shares at their market value.
The Annual General Meeting of Shareholders of OGK-2 JSC held on June 24, 2020 (Minutes No. 14 dated June 29, 2020) made the decision to pay optional remuneration to the members of the Board of Directors of OGK-2 JSC elected by the resolution of the Extraordinary General Meeting of Shareholders of OGK-2 JSC held on June 11, 2019 in the total amount of 31,900,000 (thirty one million nine hundred thousand) rubles. The total amount of optional remuneration shall be distributed among the members of the Board of Directors of OGK-2 JSC in equal shares.
Indicator title | thous. rub. |
Remuneration for participation in the management body operations | 38,723 |
Salaries | 36,375 |
Bonuses | 22,841 |
Commission fees | 0 |
Other types of remuneration | 953 |
TOTAL paid | 98,892 |
| Full name of the member of the Board of Directors | Remuneration Amount |
1. | Denis Vladimirovich Fedorov (Chairman) | 3,789,896.00 |
2. | Roman Eduardovich Abdullin | 3,493,264.00 |
3. | Albert Fyaritovich Bikmurzin | 3,493,264.00 |
4. | Nikolai Dmitrievich Rogalyov | 178,400.00 |
5. | Evgeny Nikolaevich Zemlyanoy | 3,493,264.00 |
6. | Irina Yuryevna Korobkina | 3,493,264.00 |
7. | Sergey Arturovich Zaitsev | 178,400.00 |
8. | Valery Gennadievich Pyatnitsev | 3,493,264.00 |
9. | Alexander Vladimirovich Rogov | 3,493,264.00 |
10. | Artyom Viktorovich Semikolenov | 3,493,264.00 |
11. | Pavel Olegovich Shatsky | 3,493,264.00 |
12. | Denis Viktorovich Kulikov | 3,314,864.00 |
13. | Andrey Igorevich Dmitriev | 3,314,864.00 |
Full name of the member of the Board of Directors | Transaction Date | Transaction Details | Categories (type) | Number of shares sold, pcs. |
Roman Eduardovich Abdullin | February 14, 2020 | Sale of shares | Ordinary share | 4,425,000 |
Alexander Vladimirovich Rogov | May 06, 2020 | Sale of shares | Ordinary share | 2,000,000 |
Alexander Vladimirovich Rogov | April 20, 2020 | Sale of shares | Ordinary share | 3,000,000 |
Alexander Vladimirovich Rogov | April 23, 2020 | Sale of shares | Ordinary share | 2,000,000 |
Alexander Vladimirovich Rogov | April 22, 2020 | Sale of shares | Ordinary share | 3,000,000 |
Remuneration to the Managing Organization
The remuneration to the managing organization is defined in Agreement No. 2-02/50896 of July 04, 2018 On the Delegation of the Company’s Chief Executive Officer Authorities to the Managing Organization. For 2020, remuneration was paid in the amount of 161,633 thous. rubles, VAT included.
Remuneration to the Members of the Audit Commission
Subject to the Regulations about the Payment of Remuneration and Compensation to the Members of the Audit Commission approved by the Annual General Meeting of Shareholders (Minutes No. 8 dated June 11, 2015), remuneration related to the performance of work duties was paid to the members of the Audit Commission of OGK-2 for the period from January 01, 2020 to June 24, 2020.
Subject to the Regulations, each member of the Audit Commission of OGK-2 has received a lump-sum fee for participation in the financial and economic operations audit in the amount equivalent to twenty-five minimal monthly tariff rates for the first-class workers, established by the Industry Tariff Agreement in the electric power complex of the Russian Federation for the audit period. The remuneration to the Chairman of the Audit Commission is paid at a time-and-a-half rate.
Indicator title | 2020 |
Remuneration for participation in the body exercising control over the issuer’s financial and business operations | 1,188 |
Salaries | 0 |
Bonuses | 0 |
Commission fees | 0 |
Other types of remuneration | 0 |
TOTAL | 1,188 |
Remuneration of the Third-Party Auditor
Amount of Payment for the Services Providing by the Auditor in 2020, thous. rub.
Subject of the contract | Amount of the Services Provided in 2020 (including VAT) | Amount of the Services Paid in 2020 (including VAT) |
Provision of audit services for the inspection of accounting statements compiled subject to the requirements of Russian legislation (RAS) and financial statements compiled subject to international financial reporting standards (IFRS) for 2019-2020. | 8,820 | 8,820 |
TOTAL | 8,820 | 8,820 |
Compensation for Expenses
The members of the Board of Directors receive the following compensation for their expenses incurred to exercise their authorities subject to the Regulation about the Procedure for Determining the Amount of Remuneration and Compensation to the Members of the Board of Directors (approved by the Decision of the Annual General Meeting of Shareholders, Minutes No. 13 dated June 11, 2019):
- payment of per diem in the manner prescribed for the Company’s chief executive officer or the chief executive officer of the Company’s managing organization;
- reimbursement of travel expenses to the business trip destination and back to the place of permanent work or residence (including insurance premium for compulsory personal insurance of passengers on transport, payment of services for issuing travel documents, etc.) in the amount of actual expenses confirmed by travel documents, but not higher than the cost of travel:
- by train in a business-class luxury car (SV, S);
- by sea and river transport at the tariffs set by the carrier, but not higher than the cost of travel in a luxury cabin with passenger’s all-inclusive service;
- by air at a business class rate;
- by road in a public motor vehicle (except for a taxi and car rental);
- reimbursement of expenses for residential premises renting in the amount of actual expenses confirmed by the relevant documents, but not more than three minimal monthly tariff rates for a first-class worker established by the Agreement as for the day of reimbursement, taking into account the indexation established by the Agreement, for each day of residing.
The members of the Company’s Audit Commission shall be reimbursed for expenses in connection with their participation in a meeting of the Company’s Audit Commission and inspection performing at the Company’s rates of travel expenses reimbursement in effect at the time of such meeting or inspection. Reimbursement shall be paid subject to the Company’s Regulations about Remuneration and Compensation Payment to Members of the Audit Commission of OGK-2 JSC (approved by the decision of the Annual General Meeting of Shareholders, Minutes No. 8 dated June 11, 2015).
The members of the Company’s Audit Commission shall be reimbursed for expenses in connection with their participation in a meeting of the Company’s Audit Commission and inspection performing at the Company’s rates of travel expenses reimbursement in effect at the time of such meeting or inspection. Reimbursement shall be paid subject to the Company’s Regulations about Remuneration and Compensation Payment to Members of the Audit Commission of OGK-2 JSC (approved by the decision of the Annual General Meeting of Shareholders, Minutes No. 8 dated June 11, 2015).